Exhibit 10.19
CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.
FIRST AMENDMENT
TO
RESEARCH COLLABORATION AND LICENSE AGREEMENT
This FIRST
AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT (this
“First Amendment”) dated as of October 20, 2004, is entered
into by and between Merck & Co., Inc. (“MERCK”) and
ARENA PHARMACEUTICALS, INC., (“ARENA”) and amends that
certain Research Collaboration and License Agreement between MERCK
and ARENA, effective as of October 21, 2002 (the
“Agreement”).
MERCK and ARENA,
for good and valuable consideration, the receipt and sufficiency of
which are hereby mutually acknowledged, and intending to be legally
bound hereby, agree as follows:
1
DEFINITIONS AND GENERAL
TERMS
1.1
All capitalized terms used and not defined in this First Amendment
shall have the meaning as set out in the Agreement.
1.2
The term “Effective
Date of this First Amendment” shall be October 20,
2004.
1.3
Except as modified by this First Amendment, the terms of the
Agreement shall continue in full force and effect without
modification.
1.4
Notwithstanding anything else to the contrary in this First
Amendment, this First Amendment shall not be effective unless and
until the transactions contemplated by the Stock Purchase Agreement
dated October 20, 2004, by and between MERCK and ARENA shall
have closed.
2
ACTIVE COMPOUND
DESIGNATION
The Parties hereby
designate the compound identified as *********** (and more
specifically described in Exhibit 1 to this First Amendment) an
“Active Compound”.
3
EXCHANGE OF INFORMATION
BETWEEN SEPARATE PROGRAMS
The Parties agree that
it would be beneficial to both the collaborative Program and the
Merck Internal Program (as such program has been previously
identified by Merck to Arena) to have useful scientific information
flow between the Merck Internal Program and the Program.
Consequently, MERCK shall disclose Merck Internal Program
Information (defined in Section 4.2 of this First Amendment)
to ARENA. ARENA shall only be entitled to use such Merck
Internal Program Information to conduct the Program research
activities assigned to Arena under the Research Plan. MERCK
is entitled to use Program Information and Inventions and
Collaboration Information and Inventions in the Merck Internal
Program.
CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR THE PORTIONS MARKED BY
ASTERISKS
1
4
AMENDMENTS TO THE
AGREEMENT
As of the Effective
Date of this First Amendment, the Parties amend the Agreement as
follows:
4.1
The definition of “Active Compound” in subsections
1.1(a) and (b) is amended to delete the words “for
selectivity, activity and potency in in vitro assays”.
4.2
The definition of “Merck Know-How” is deleted in its
entirety and replaced with the following:
“1.23
“Merck
Know-How” means: (A) all Merck Internal Program
Information (defined below), and (B) all other information,
materials (including compounds), and technology, including but not
limited to, discoveries, processes, methods, protocols, formulas,
data, inventions (including, Merck Program Information and
Inventions, and Merck’s rights in Collaborative Information
and Inventions), know-how and trade secrets, patentable or
otherwise, which during the term of this Agreement are: (a) owned
or Controlled by MERCK; (b) not generally known; and (c) are
necessary or useful to ARENA in the performance of ARENA’s
obligations under the Program, but excluding Merck Patents and
Collaboration Patents. “Merck Internal Program
Information ” means information, data, materials
and know-how developed by MERCK in the course of its research and
development activities specific to the Merck Internal Program,
which are: (a) owned or Controlled by MERCK; (b) not generally
known; and (c) as reasonably determined by MERCK, necessary or
useful for the success of the Program, or necessary or useful to
ARENA in the performance of ARENA’s obligations under the
Program.
4.3
The definition of “Program Term” is deleted in its
entirety and replaced with the following:
“Program
Term” means the period from the Effective Date
until the fifth anniversary of the Effective Date, or until such
earlier date when the Program is terminated pursuant to
Section&nbs
